MCS SERVICES LIMITED — Capital/Financing Update 2013

May 5, 2013

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6[th] May 2013

ASX Market Announcements Australian Securities Exchange

Renounceable Rights Issue

Following further review, the rights trading ends and securities quoted on a deferred basis dates in the timetable of relevant events for the renounceable rights issue have been amended. The amended schedule is as follows:

These dates are indicative only and subject to change.

These dates are indicative only and subject to change.
Event	Date
Lodgement of Prospectus with ASIC	8 May 2013
Lodgement of Prospectus and Appendix 3B with ASX	8 May 2013
Notice sent to Option holders who are unable to participate	8 May 2013
Notice sent to Shareholders containing Appendix 3B information	10 May 2013
Shares commence trading on an ex rights basis and rights trading starts	13 May 2013
Record Date for the Offer	17 May 2013
Prospectus and Entitlement and Acceptance Form despatched to Shareholders	21 May 2013
Opening Date of Offer	21 May 2013
Rights trading ends	28 May 2013
Securities quoted on a deferred basis	29 May 2013
Closing Date of Offer*	4 June 2013
Advise ASX of any under subscriptions	6 June 2013
Expected date of despatch of holding statements for Securities	12 June 2013
Commencement of trading of Securities on ASX*	13 June 2013

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• Subject to the Listing Rules, the Directors reserve the right to extend the Closing Date for the Offer by giving at least 6 Business Days notice to ASX prior to the closing date. As such the date the securities are expected to commence trading on ASX may vary.

An Appendix 3B in respect of the Rights Issue accompanies this announcement.

Yours sincerely

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M E Lucas-Smith

Company Secretary, Red Gum Resources Limited

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Appendix 3B New issue announcement

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13

Name of entity

RED GUM RESOURCES LIMITED

ABN

66 119 641 986

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1 +Class of+securities issued or to be issued 2 Number of+securities issued or to be issued (if known) or maximum number which may be issued 3 Principal terms of the+securities (e.g. if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)	ORD Quoted Options Unquoted Options
	ORD – 37,489,364 Quoted Options 56,234,046 Unquoted Options – 18,744,682
	Securities to be issued pursuant to the fully underwritten renounceable rights issue announced today. Quoted options ex 10 cents exp 1/03/16 Unquoted options ex 0.7 cents exp 15/11/13

• See chapter 19 for defined terms.

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4 Do the+securities rank equally in all respects from the+issue date with an existing+class of quoted +securities? If the additional+securities do not rank equally, please state:  the date from which they do  the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment  the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 5 Issue price or consideration 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) 6a Is the entity an+eligible entity that has obtained security holder approval under rule 7.1A? If Yes, complete sections 6b – 6h in relation to the+securities the subject of this Appendix 3B, and comply with section 6i 6b The date the security holder resolution under rule 7.1A was passed	New ORD will rank equally with existing ORD Options may not participate in dividends unless first exercised
	ORD $0.03 (3 cents) each Options free attaching
	Renounceable rights issue to eligible shareholders as per the announcement released today.
	Yes but not utilised
	29/11/2012

• See chapter 19 for defined terms.

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6c Number of +securities issued without security holder approval under rule 7.1 6d Number of +securities issued with security holder approval under rule 7.1A 6e Number of +securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 6f Number of +securities issued under an exception in rule 7.2 6g If+securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the+issue date and both values. Include the source of the VWAP calculation. 6h If+securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements 6i Calculate the entity’s remaining issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements 7 +Issue dates Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A. Cross reference: item 33 of Appendix 3B.	NIL
	NA
	NA
	NA
	NA
	NA
	NA
	12/06/2013

• See chapter 19 for defined terms.

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Number +Class 8 Number and +class of all 82,042,159 ORD excl restricted +securities quoted on ASX (including the +securities in 56,234,046 Quoted options section 2 if applicable) Number +Class 9 Number and +class of all 30,425,932 Restricted ORD +securities not quoted on ASX (including the +securities in 18,744,682 Unquoted options section 2 if applicable) 4,000,000 Unquoted options various ex & exp 10 Dividend policy (in the case of a As for existing securities trust, distribution policy) on the increased capital (interests)

Part 2 - Pro rata issue

11 Is security holder approval Not required required? 12 Is the issue renounceable or nonRenounceable renounceable? 13 Ratio in which the[+] securities will One new share for each two existing shares be offered held 14 +Class of +securities to which the ORD offer relates 15 +Record date to determine 17/05/2013 entitlements 16 Will holdings on different registers Not applicable (or subregisters) be aggregated for calculating entitlements?

• See chapter 19 for defined terms.

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17 Policy for deciding entitlements in relation to fractions 18 Names of countries in which the entity has security holders who will not be sent new offer documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7. 19 Closing date for receipt of acceptances or renunciations	To be increased to next whole number
	Canada, Peru and Singapore
	4/06/2013

• See chapter 19 for defined terms.

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20 Names of any underwriters 21 Amount of any underwriting fee or commission 22 Names of any brokers to the issue 23 Fee or commission payable to the broker to the issue 24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of security holders 25 If the issue is contingent on security holders’ approval, the date of the meeting 26 Date entitlement and acceptance form and offer documents will be sent to persons entitled 27 If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders 28 Date rights trading will begin (if applicable) 29 Date rights trading will end (if applicable) 30 How do security holders sell their entitlements in full through a broker?	DJ Carmichael Pty Ltd
	5.5% of the underwritten amount 37,489,364 quoted options subject to shareholder approval
	DJ Carmichael Pty Ltd
	5,000,000 quoted options $60,000 management fee
	Nil
	NA
	21/05/2013
	8/05/2013
	13/05/2013
	28/05/2013
	By providing their E&A form to their broker

• See chapter 19 for defined terms.

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31 How do security holders sell part By first completing their E&A form with the of their entitlements through a number to be accepted and then providing broker and accept for the a copy of their E&A for to their broker to sell balance? the balance

32 How do security holders dispose Must be through a broker of their entitlements (except by sale through a broker)?

33 +Issue date 12/06/2013

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

34 Type of[+] securities (tick one)

• (a) +Securities described in Part 1

(b)[All other ][+][securities ]

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

• 35 If the[+] securities are[+] equity securities, the names of the 20 largest holders of the additional[+] securities, and the number and percentage of additional[+] securities held by those holders

36 If the[+] securities are[+] equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories

• 1 - 1,000

1,001 - 5,000 5,001 - 10,000 10,001 - 100,000

• See chapter 19 for defined terms.

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100,001 and over

37 A copy of any trust deed for the additional[+] securities

Entities that have ticked box 34(b)

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38 Number of [+] securities for which
+quotation is sought
39 +Class of +securities for which
quotation is sought
40 Do the [+] securities rank equally in
all respects from the [+] issue date
with an existing [+] class of quoted
+securities?
If the additional [+] securities do not
rank equally, please state:

the date from which they do
 the extent to which they
participate for the next
dividend, (in the case of a trust,
distribution) or interest payment

the extent to which they do not
rank equally, other than in
relation to the next dividend,
distribution or interest payment
41 Reason for request for quotation
now
Example: In the case of restricted securities, end
of restriction period
(if issued upon conversion of
another [+] security, clearly identify
that other [+] security)
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• See chapter 19 for defined terms.

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42 Number and +class of all +securities quoted on ASX (including the+securities in clause 38)	Number	+Class
	82,042,159 56,234,046	ORD Quoted options

Quotation agreement

• 1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.

• 2

• We warrant the following to ASX.

• The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.

• There is no reason why those[+] securities should not be granted +quotation.

• An offer of the[+] securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any[+] securities to be quoted and that no-one has any right to return any[+] securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the[+] securities be quoted.

• If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the[+] securities be quoted.

• 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

• 4 We give ASX the information and documents required by this form. If any information or document is not available now, we will give it to ASX before +quotation of the +securities begins. We acknowledge that ASX is relying on

• See chapter 19 for defined terms.

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the information and documents. We warrant that they are (will be) true and complete.

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Sign here: M E Lucas-Smith ........................... Date: 6/05/2013.... (Director/Company secretary)

== == == == ==

• See chapter 19 for defined terms.

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Appendix 3B – Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for eligible entities

Introduced 01/08/12 Amended 04/03/13

Part 1

Rule 7.1 – Issues exceeding 15% of capital

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

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Insert number of fully paid [+] ordinary NA
securities on issue 12 months before the
+ issue date or date of agreement to issue
Add the following:
• Number of fully paid [+] ordinary securities
issued in that 12 month period under an
exception in rule 7.2
• Number of fully paid [+] ordinary securities
issued in that 12 month period with
shareholder approval
• Number of partly paid [+] ordinary
securities that became fully paid in that
12 month period
Note:
• Include only ordinary securities here –
other classes of equity securities cannot
be added
• Include here (if applicable) the securities
the subject of the Appendix 3B to which
this form is annexed
• It may be useful to set out issues of
securities on different dates as separate
line items
Subtract the number of fully paid [+] ordinary
securities cancelled during that 12 month
period
“A”
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• See chapter 19 for defined terms.

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Step 2: Calculate 15% of “A”

Step 2: Calculate 15% of “A”	Step 2: Calculate 15% of “A”
“B”	0.15 [Note: this value cannot be changed]
Multiply“A” by 0.15
Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used
Insertnumber of+equity securities issued or agreed to be issued in that 12 month period_not counting_those issued: • Under an exception in rule 7.2 • Under rule 7.1A • With security holder approval under rule 7.1 or rule 7.4 Note: • This applies to equity securities, unless specifically excluded – not just ordinary securities • Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed • It may be useful to set out issues of securities on different dates as separate line items
“C”
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1
“A” x 0.15 Note: number must be same as shown in Step 2
Subtract“C” Note: number must be same as shown in Step 3
Total[“A” x 0.15] – “C”	[Note: this is the remaining placement capacity under rule 7.1]

“A” x 0.15 Note: number must be same as shown in Step 2 Subtract “C” Note: number must be same as shown in Step 3 Total [“A” x 0.15] – “C” [Note: this is the remaining placement capacity under rule 7.1]

• See chapter 19 for defined terms.

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Part 2

Rule 7.1A – Additional placement capacity for eligible entities

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

“A” Note: number must be same as shown in Step 1 of Part 1

Step 2: Calculate 10% of “A”

“D” 0.10

Note: this value cannot be changed Multiply “A” by 0.10

Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used

Insert number of[+] equity securities issued or agreed to be issued in that 12 month period under rule 7.1A

Notes:

• This applies to equity securities – not just ordinary securities

• Include here – if applicable – the securities the subject of the Appendix 3B to which this form is annexed

• • Do not include equity securities issued under rule 7.1 (they must be dealt with in Part 1), or for which specific security holder approval has been obtained

• • It may be useful to set out issues of securities on different dates as separate line items

• “E”

• See chapter 19 for defined terms.

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Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A

“A” x 0.10 Note: number must be same as shown in Step 2 Subtract “E” Note: number must be same as shown in Step 3 Total [“A” x 0.10] – “E” Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

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